SUGAR
LAND, Texas and COPENHAGEN,
Denmark, May 9, 2022 /PRNewswire/ -- Noble
Corporation (NYSE: NE) ("Noble") and The Drilling Company of 1972
A/S (CSE: DRLCO) ("Maersk Drilling", and together with Noble, the
"Parties") today provided an update on the ongoing merger control
process for the business combination announced on 10 November 2021 (the "Transaction").
On 22 April 2022, the UK
Competition and Markets Authority ("UK CMA") announced its Phase 1
decision, pursuant to which it concluded that the Transaction gives
rise to a realistic prospect of a substantial lessening of
competition in relation to the supply of jack-up rigs in
North West Europe (excluding
Norway) ("NW Europe") and that a remedy to address such
effect would be required to avoid a reference to a Phase 2
review.
On 29 April 2022, the Parties
submitted remedy proposals to the UK CMA (the "Remedy Proposals",
and individually a "Remedy Proposal") to address such effect
identified in the UK CMA's decision of 22
April 2022. Each of the Remedy Proposals was designed
to replicate the competitive constraint provided by Noble in
respect of jack-up rigs in NW
Europe by the divestment of certain jack-up rigs to a
suitable purchaser.
On 9 May 2022, the UK CMA
published its decision that there are reasonable grounds for
believing that one of these Remedy Proposals might be accepted by
the UK CMA. This one Remedy Proposal comprises the divestment of
the rigs Noble Hans Deul,
Noble Sam Hartley, Noble Sam Turner, Noble
Houston Colbert, and Noble Lloyd
Noble (the "Remedy Rigs") including all of the related
support and infrastructure that the purchaser will need to run the
Remedy Rigs as an effective standalone business. Relevant off-shore
and on-shore staff are expected to transfer with the Remedy
Rigs.
On this basis, the Parties will seek to reach an agreement with
a potential purchaser regarding the sale of the Remedy Rigs under
the Remedy Proposal. The UK CMA will need to consider the purchaser
a suitable purchaser.
Following its decision that it might accept this Remedy
Proposal, the UK CMA will review the terms of the Remedy Proposal
and the suitability of potential purchasers. This will
include seeking third party comment. The duration and outcome
of the UK CMA review process remains uncertain. If a Remedy
Proposal is accepted by the UK CMA, closing of the Transaction is
expected to occur in mid-2022.
The Parties believe that the financial and strategic rationale
underpinning the Transaction remains intact and compelling for all
stakeholders irrespective of the divestment of the Remedy Rigs. The
Parties' estimated annual run-rate cost synergies goal also remains
unchanged. Further, the Parties do not intend to change the
exchange ratio agreed between them for purposes of the
Transaction.
About Noble
Noble is a leading offshore drilling
contractor for the oil and gas industry. The Company owns and
operates one of the most modern, versatile, and technically
advanced fleets in the offshore drilling industry. Noble and
its predecessors have been engaged in the contract drilling of oil
and gas wells since 1921. Currently, Noble performs, through
its subsidiaries, contract drilling services with a fleet of 19
offshore drilling units, consisting of 11 drillships and 8 jackups,
focused largely on ultra-deepwater and high-specification jackup
drilling opportunities in both established and emerging regions
worldwide. Additional information on Noble is available
at www.noblecorp.com.
About Maersk Drilling
With 50 years of experience
operating in the most challenging offshore environments, Maersk
Drilling (CSE:DRLCO) provides responsible drilling services to
energy companies worldwide. Headquartered in Denmark, Maersk Drilling owns and operates a
fleet of offshore drilling rigs and specialises in harsh
environment and deepwater operations. For more information
about Maersk Drilling, visit www.maerskdrilling.com.
Forward-Looking Statements
This press release includes
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction, including
statements regarding the structure of the Remedy Proposal including
the transfer of staff, the potential purchaser(s) for the Remedy
Rigs, the certainty of the duration and outcome of the UK CMA's
review process, the anticipated timing of the closing of the
Transaction, the financial and strategic rationale
underpinning the Transaction, the annual run-rate cost synergies
for the Transaction, and the exchange ratio for the Transaction.
These forward-looking statements are generally identified by
terminology such as "believe," "may," "will," "potentially,"
"estimate," "continue," "anticipate," "intend," "could," "would,"
"should," "project," "target," "plan," "expect," or the negatives
of these terms or variations of them or similar terminology. The
absence of these words, however, does not mean that the statements
are not forward-looking. These forward-looking statements are
based upon current expectations, beliefs, estimates and assumptions
that, while considered reasonable as and when made by Noble and its
management, and Maersk Drilling and its management, as the case may
be. Such forward-looking statements are subject to risks,
uncertainties, and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. New risks and uncertainties may
emerge from time to time, and it is not possible to predict all
risks and uncertainties.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Noble's and Maersk
Drilling's securities, (ii) the failure to satisfy the conditions
to the consummation of the transaction, including the adoption of
the business combination agreement by the shareholders of Noble,
the acceptance of the proposed exchange offer by the requisite
number of Maersk Drilling shareholders and the receipt of certain
governmental and regulatory approvals, including those described
herein, (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement, (iv) the effects of public health
threats, pandemics and epidemics, such as the ongoing outbreak of
COVID-19, and the adverse impact thereof on Noble's or Maersk
Drilling's business, financial condition and results of operations,
(v) the effect of the announcement or pendency of the transaction
on Noble's or Maersk Drilling's business relationships,
performance, and business generally, (vi) risks that the proposed
transaction disrupt current plans of Noble or Maersk Drilling and
potential difficulties in Noble's or Maersk Drilling's employee
retention as a result of the proposed transaction, (vii) the
outcome of any legal proceedings that may be instituted against
Noble or Maersk Drilling related to the business combination
agreement or the proposed transaction, (viii) the ability of Noble
Finco Limited ("Topco") to list the Topco shares on NYSE or the
Nasdaq Copenhagen, (ix) volatility in the price of the combined
company's securities due to a variety of factors, including changes
in the competitive markets in which Topco plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting Topco's business and changes in the combined
capital structure, (x) the effects of actions by, or disputes among
OPEC+ members with respect to production levels or other matters
related to the price of oil, market conditions, factors affecting
the level of activity in the oil and gas industry, and supply and
demand of jackup rigs, (xi) factors affecting the duration of
contracts, the actual amount of downtime, (xii) factors that reduce
applicable dayrates, operating hazards and delays, (xiii) risks
associated with operations outside the US, actions by regulatory
authorities, credit rating agencies, customers, joint venture
partners, contractors, lenders and other third parties, legislation
and regulations affecting drilling operations, compliance with
regulatory requirements, violations of anti-corruption laws,
shipyard risk and timing, delays in mobilization of jackup rigs,
hurricanes and other weather conditions, and the future price of
oil and gas, and (xiv) the ability to implement business plans,
forecasts, and other expectations (including with respect to
synergies and financial and operational metrics, such as EBITDA and
free cash flow) after the completion of the proposed transaction,
and to identify and realize additional opportunities, (xv) the
failure to realize anticipated benefits of the proposed
transaction, (xvi) risks related to the ability to correctly
estimate operating expenses and expenses associated with the
transaction, (xvii) risks related to the ability to project future
cash utilization and reserves needed for contingent future
liabilities and business operations, (xviii) the potential impact
of announcement or consummation of the proposed transaction on
relationships with third parties, (xix) changes in law or
regulations affecting Noble, Maersk Drilling or the combined
company, (xx) international, national or local economic, social or
political conditions that could adversely affect the companies and
their business, (xxi) conditions in the credit markets that may
negatively affect the companies and their business, and (xxii)
risks associated with assumptions that parties make in connection
with the parties' critical accounting estimates and other
judgements. The foregoing list of factors is not exhaustive.
There can be no assurance that the future developments affecting
Noble, Maersk Drilling or any successor entity of the transaction
will be those that we have anticipated.
These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond Noble's or Maersk
Drilling's control) or other assumptions that may cause actual
results or performance to be materially different from those
expressed or implied by these forward-looking statements or from
our historical experience and our present expectations or
projects. You should carefully consider the foregoing factors
and the other risks and uncertainties that affect the parties'
businesses, including those described in Noble's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and other documents filed from time to time by Noble and Topco
with the SEC and those described in Maersk Drilling's annual
reports, relevant reports and other documents published from time
to time by Maersk Drilling. Noble and Maersk Drilling wish to
caution you not to place undue reliance on any forward-looking
statements, which speak only as of the date hereof. Except as
required by law, Noble and Maersk Drilling are not undertaking any
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
Additional Information and Where to Find It
In
connection with the proposed business combination, Topco has filed
a Registration Statement on Form S-4 with the SEC. The
Registration Statement includes (1) a proxy statement of Noble that
will also constitute a prospectus for Topco in connection with
Topco's issuance of Topco shares to Noble shareholders and (2) the
English translation of the draft offer document of Topco that will
be used in connection with Topco's offer to exchange shares in
Maersk Drilling for Topco shares. Noble has mailed the proxy
statement/prospectus to its shareholders in connection with the
vote to approve the merger of Noble and a wholly-owned subsidiary
of Topco, and, when available, Topco will distribute the offer
document in connection with the exchange offer. Should Maersk
Drilling and Noble proceed with the proposed transaction, Maersk
Drilling and Noble also expect that Topco will file an offer
document with the Danish Financial Supervisory Authority
(Finanstilsynet). This communication does not contain all
the information that should be considered concerning the proposed
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed business
combination. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ
THE PROXY STATEMENT/PROSPECTUS AND THE OFFERING DOCUMENT RELATING
TO THE PROPOSED BUSINESS COMBINATION IN THEIR ENTIRETY, IF AND WHEN
THEY BECOME AVAILABLE, AND ANY OTHER DOCUMENTS FILED BY EACH OF
TOPCO AND NOBLE WITH THE SEC IN CONNECTION WITH THE BUSINESS
COMBINATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT TOPCO, MAERSK DRILLING AND
NOBLE, THE PROPOSED BUSINESS COMBINATION AND RELATED MATTERS.
Investors and shareholders will be able to obtain free copies of
the proxy statement/prospectus (if and when it becomes available)
and all other documents filed with the SEC by Topco and Noble
through the website maintained by the SEC at www.sec.gov. In
addition, investors and stockholders will be able to obtain free
copies of the proxy statement/prospectus and other documents
related thereto on Maersk Drilling's website at
www.maerskdrilling.com or Noble's website at
www.noblecorp.com, or by written request to Noble at Noble
Corporation, Attn: Richard B.
Barker, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478.
Participants in the Solicitation
Maersk Drilling,
Noble and their respective directors, executive officers and
certain employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Maersk Drilling
and Noble, respectively, in connection with the proposed
transaction. Shareholders may obtain information regarding the
names, affiliations and interests of Noble's directors and officers
in Noble's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2021, which was filed
with the SEC on March 11, 2022. To
the extent the holdings of Noble's securities by Noble's directors
and executive officers have changed since the amounts set forth in
such annual report, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the names, affiliations and interests of
Maersk Drilling's directors and officers is contained in Maersk
Drilling's Annual Report for the fiscal year ended December 31, 2021, and can be obtained free of
charge from the sources indicated above. Additional
information regarding the interests of such individuals in the
proposed business combination will be included in the proxy
statement/prospectus relating to the proposed transaction when it
is filed with the SEC. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This press release is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction, in each case, in contravention of
applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act and applicable European or the UK, as appropriate,
regulations. Subject to certain exceptions to be approved by the
relevant regulators or certain facts to be ascertained, the public
offer will not be made directly or indirectly, in or into any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction, or by use of the mails or by any means
or instrumentality (including, without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign
commerce, or any facility of a national securities exchange, of any
such jurisdiction.
Important Notice
This announcement is not a public
takeover offer and this announcement does not represent a formal
decision by Topco or Noble to make a public takeover offer within
the meaning of section 4(1) of the Danish Takeover Order (Executive
Order no. 636 dated 15 May 2020), and
such formal decision by Topco to make a public takeover offer in
accordance with section 4(1) of the Danish Takeover Order is
conditional on the approval of a prospectus approved in accordance
with Regulation (EU) No. 2017/1129 of 14
June 2017 (the "Prospectus Regulation") or a document that
satisfies the exemptions in article 1, paragraph 4, subparagraph m
and paragraph 5, subparagraph e of the Prospectus Regulation, by
the Danish Financial Supervisory Authority. If and when Topco
formally launches the exchange offer, it will be made in the form
of an offer document to be approved by the Danish Financial
Supervisory Authority in accordance with the Danish Capital Market
Act (Consolidated Act no. 1767 of 27
November 2020 on Capital Markets, as amended) and the Danish
Takeover Order.
View original
content:https://www.prnewswire.com/news-releases/noble-corporation-and-maersk-drilling-provide-an-update-on-the-merger-control-process-301542436.html
SOURCE Noble Corporation